Key Challenges 2015

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KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
As the New Year unfolds, Altius Associates
continues to focus its efforts on assessing the global
private marketplace to understand current
opportunities and risks that will affect market
participants, particularly General Partners (“GPs”)
and the Limited Partners (“LPs”) who provide
capital to the private markets industry.
This year’s edition addresses the record level of
private equity distributions and its effect on LPs,
the low-growth environment in Europe, high
valuations in the U.S. (and elsewhere), the dynamic
investment and political environment in Asia, as
well as tailwinds and headwinds affecting direct
lending and other credit strategies, the secondary
limited partnership market and the private energy
market.
Annual Amount Called/
Distributed (USD bn)
600
MAINTAINING INVESTMENT DISCIPLINE IN
DIFFICULT PRIVATE EQUITY MARKETS
Brad Young, Co-CEO, Head of Investments
In years past, Altius has written about challenges
that GPs were facing in the year ahead. The last
few years have also presented many challenges to
LPs, and several of these are expected to continue
in 2015. One of the biggest challenges facing LPs in
2015 will be maintaining investment discipline
while re-deploying the record distributions that
have been received over the past two years. This
sounds easy, but LPs must overcome many
obstacles in order to maintain investment
All Private Equity Amount Called, Distributed and Unrealised Value, 2000-2014*
3,000
500
2,500
400
2,000
300
1,500
200
1,000
100
500
0
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 * June
2014
Capital Distributed ($bn)
Capital Called ($bn)
Unrealized Value (USD bn)
While there are always tactical and strategic issues
to contemplate, as 2015 begins there is certainly no
shortage of complexities in global markets. Private
markets, like all other asset classes, have their
share of opportunities and uncertainties to
consider.
In this, Altius’ third annual Key
Challenges article, we tackle seven issues facing the
industry in 2015.
Unrealized Value ($bn)
Source: Preqin
*Please note: 2014 figures are through Q2
1
KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
discipline.
As shown in the chart on page one, 2013 was a
record year for distributions, and most LPs report a
similar pattern in 2014. While strong distributions
and very positive public markets are both good
conditions for institutional investors, together they
can very quickly place a private equity portfolio into
an under-allocated position (opposite version of the
“denominator effect”). While this in itself is not a
bad place to be, it does increase the pressure to reinvest or deploy capital at a higher rate to make up
for lost allocation. Pressure to invest may also
emanate from other areas, including:

GPs are coming back to market quickly and in
rapid succession;

LPs have been trying to reduce the number of
GP relationships (a flight to quality) which
means more LPs are trying to place more
capital with fewer GPs; and

New LP entrants with scale exacerbate the
scarcity of supply in funds managed by premier
GPs. In addition, very few LPs have reduced
their allocation to private equity, and in fact
several recent surveys indicate an increasing
number of LPs are planning to raise their
private equity allocations.
Throughout different cycles, the pressure to invest
has always manifested itself in a key way: the
backing of marginal managers. The venture capital
bubble of the late 1990s captured this tendency as
LPs felt that investing with B rated managers would
still outperform the benchmark; investors
sometimes forget that investing with a second
quartile manager does not always result in a
positive return.
The “pressure to invest”
phenomenon also showed itself when LPs
aggressively invested in mid-market buyout funds
with little or no track record, under the
rationalization that the addition of a new manager
would be beneficial to the private equity portfolio.
To further complicate this matter, a poor fund
investment choice in the private equity space can
take three to five years to truly come to light. As an
LP, it is difficult to ignore the pressures stated
above, but successful, long-standing LPs have
realized the following:

Not making an investment is an investment
decision;

Dropping in quality of investment may cause
longer term problems in a portfolio; and

Manager
proliferation
underperformance.
can
lead
to
Patience and discipline are always welcome
characteristics in asset allocation and portfolio
management; the current private equity
environment, with strong distributions and high
valuations, warrants careful attention to avoid
some of the mistakes that LPs have made in past
market cycles.
U.S. BUYOUTS – ACHIEVING ATTRACTIVE
RETURNS IN A HIGH PRICE ENVIRONMENT
Dr. William Charlton, Partner, Head of U.S.
Investments & Catherine Mountjoy, Partner
One of the main challenges when investing in U.S.
private equity today is determining which managers
will be able to generate attractive returns in the
current high-purchase price environment. Manager
selection has always been of paramount
importance to the success of private equity
programs, and it is even more critical in today’s
highly competitive and very expensive marketplace.
LPs need to look at myriad characteristics of GPs to
assess which managers are best positioned to
deliver outsized returns going forward.
2
KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
U.S. LBO Purchase Price Multiples and Equity Contribution
9.7x
10.0x
8.0x
8.4x
8.4x
9.1x
7.7x
8.5x
8.8x
8.7x
8.8x
9.7x
7.1x
7.3x
39%
35%
35%
36%
36%
44%
49%
45%
42%
40%
39%
39%
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Q1-Q3
2014
6.0x
4.0x
2.0x
0.0x
Equity (%)
Debt/Other
Source: S&P Q3 2014 U.S. LBO Review
It is no secret that purchase price multiples have
returned to, and in some segments exceeded, the
peak levels of 2007. This is primarily due to the
increased number of private equity firms
competing for a limited number of high quality
deals, the increasing efficiency of a more
intermediated market, the high level of dry
powder, and the current favorable access to ample
debt. One positive aspect of high multiples is that
GPs are able to exit portfolio companies at
attractive valuations, often with a fair amount of
multiple-arbitrage helping to amplify the returns;
however, GPs and their LPs cannot expect this
situation to continue indefinitely. Prudent GPs
should plan for some degree of multiple
contraction in the exit planning of companies
purchased at today’s high multiples.
The opportunity still remains for GPs to pay fair
multiples for companies, especially at the less
intermediated, smaller end of the market. GPs with
a certain “edge,” such as experience with a similar
company, a well-developed relationship with
management or sector expertise may also be able
to “win” deals on factors other than just price. For
those GPs without obvious purchasing advantages,
there is still an opportunity to generate acceptable
private equity returns in a high priced environment;
however, GPs must be sure that their investment
thesis is solid, as the higher prices leave little room
for mistakes or delays in hitting milestones. Higher
purchase multiples may also be justified by finding
high growth companies that can grow even faster
with the help of a private equity sponsor. A good
GP must be able to make meaningful
improvements to portfolio companies while using
leverage effectively to balance risk and
return. Private equity firms that have a superior
ability to source companies, a good investment
thesis, and the operating resources and expertise to
grow those companies will still be able to
outperform even in this environment.
‘PRIVATE EQUITY FIRMS THAT HAVE A
SUPERIOR ABILITY TO SOURCE
COMPANIES, A GOOD INVESTMENT
THESIS, AND THE OPERATING
RESOURCES AND EXPERTISE TO GROW
THOSE COMPANIES WILL STILL BE ABLE
TO OUTPERFORM EVEN IN THIS
ENVIRONMENT.’
3
KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
Some LPs may choose to “sit out” the private equity
market under the assumption that the current
vintage years are unlikely to generate
commensurate risk-adjusted returns. Altius views
this as potentially shortsighted in light of the longterm nature of private equity investment programs.
Maintaining a steady exposure to private equity by
selecting top quality managers helps to ensure that
LPs have capital committed to funds that have the
ability to generate returns in any market
environment. Accurately predicting a market
turning point is difficult, and capital deployment in
private equity is almost always challenging.
Maintaining commitments to quality managers can
position LPs to capture value on the buy-side when
the pricing environment returns to more favorable
levels.
FALLING OIL PRICES AND PRIVATE ENERGY
INVESTING
Jay Yoder, Partner, Head of Real Assets
Many clients have asked for Altius’ opinion on the
impact of falling oil prices on private energy
investing. This is a difficult question to answer
quickly because there are so many facets to it. The
impact is felt quite differently across sub-sectors
and geographies, and micro-analysis is required to
take an extended look at how oil price volatility
affects investors in private energy.
Impact on Different Subsectors
Private energy is a large and broad sector
comprised of several subsectors:
upstream,
midstream, power, and equipment and services.
Each of these will be affected differently by falling
oil prices.
The power subsector will be virtually unaffected by
falling oil prices, since very little power is generated
from oil in the U.S., where the majority of private
investment in power (and indeed, all energy
subsectors) takes place. Power investments are
affected by the prices of coal and natural gas, but
not oil. Investors should expect little impact to
existing power investments—or to the investment
outlook for power—from volatility in oil prices.
The midstream subsector will be affected, but only
to a modest extent. It’s important to remember
that roughly half of midstream opportunities—
pipelines, storage tanks, and processing facilities—
are natural gas-related. Declining oil prices have
little impact on these assets. Oil-related midstream
assets, on the other hand, are vulnerable to
declining oil prices. The extent of this vulnerability
will vary widely, based on numerous factors, such
as whether the assets are located in high cost or
lost cost basins, whether they are running at full
capacity, the existence of take or pay contracts, or
the financial strength of counterparties, to name
but a few.
Oil-dominated upstream assets are, of course,
directly and negatively affected by falling oil prices.
Existing investments in oil-dominated properties
will be marked down in value. The extent of value
impairment depends on many factors, such as the
amount of leverage used, the percentage
of production hedged, how far into the future
production is hedged, and production costs. Any
portfolio companies that are now public will be
most dramatically and immediately impacted.
Planned near-term exits will likely be delayed until
the market environment improves.
Another impact will be a widening of the bid/ask
spread on upstream oil assets. Sellers will insist
that recent price declines are temporary and point
to 2009 when oil prices dropped to USD 34/bbl,
only to rebound up to USD 80/bbl within 11
months. Buyers will claim that today’s prices are
the new normal and adjust their offers accordingly.
This will slow the number of transactions closed;
however, this reduction will be offset somewhat by
distressed sellers—those who paid full price, used
lots of leverage, did little hedging—and will be
forced to sell barring a quick rebound in oil prices.
4
KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
Natural gas assets in the upstream subsector
actually benefit from declining oil prices. This is a
result of a reduction in the amount of associated
(i.e. incidental) gas production from wells where
the primary target is oil. To the extent that oil
drilling and production slows, the amount of
associated gas produced is reduced, thereby
reducing the supply and supporting the price of
natural gas.
Oilfield equipment & services is the most heavily
impacted subsector. Cutbacks or slowdowns in
drilling and production programs affect this
subsector first and most severely.
Existing
companies will almost certainly be marked down in
value. Those companies that have been aggressive
in use of leverage, expansion efforts, adding new
employees, and/or purchasing new equipment will
be most severely impacted. Well-run equipment
and services companies are conservatively
managed and structured to survive the down
cycles. Private energy fund managers must ensure
that their portfolio companies take quick action to
cut expenses and conserve resources. Distress in
the industry will provide great deal flow to those
who have capital to deploy, enabling them to
expand existing platforms into related services or
new geographies at distressed prices.
Impact on U.S. Shale Basins
As seen in the following chart, shale basins in the
U.S. vary widely in their cost of production. The
highest cost oil basins will be impacted greatly by
falling oil prices (assuming no quick rebound), while
activity in low-cost oil (for example Marcellus and
Mississippi Lime) and natural gas-dominated (for
example Haynesville and Barnett) basins will
continue as before. Of course, other factors come
into play, including whether a property is located in
the heart of a basin or on the fringe and whose
money is financing production.
How should LPs respond to the current
environment?
First, spend very little time trying to discern where
oil prices are headed. Even those who have spent
their careers immersed in the energy industry
cannot make accurate predictions on energy prices.
Second, invest only with quality managers. The
best upstream fund managers do not get carried
away by bullish views on commodity prices. They
use modest leverage, hedge a significant portion of
production, and position their portfolio companies
to survive the inevitable down cycles.
Third, take advantage of the current market
environment
and
make
significant
new
commitments to quality private energy funds in the
upstream and equipment & services subsectors.
These are positioned to generate outsized returns
in the years ahead.
Volatility in the energy markets is nothing new.
Cycles, even severe ones, come with the territory.
Smart investors will take advantage of today’s
Breakeven Cost of Production
Source: Citi
5
KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
environment and invest with quality private energy
managers while others wring their hands and
decide to wait until things settle down—thus
missing out on a classic opportunity to buy low and
sell high.
EUROPEAN BUYOUTS – ACHIEVING
ATTRACTIVE RETURNS IN A LOW GROWTH
ENVIRONMENT
Rhonda Ryan, Partner, Head of EMEA Investments
Currently, the main challenge investing in Europe is
how to achieve attractive returns in an
environment where prices are high and leverage is
plentiful, but growth is not. Manager selection has
always been of paramount importance to the
success of private equity programs and it is even
more critical in today’s low growth environment.
‘PRUDENT MANAGERS NEED TO
ENSURE THAT THEY ARE NOT
OVERPAYING FOR ACQUISITIONS
TODAY, AND THEY SHOULD PLAN
FOR A MARKET IN WHICH EXITS ARE
NOT SO EASILY ACHIEVED AND
MULTIPLE-ARBITRAGE IS LESS
PREVALENT.’
Purchase price multiples in Europe are now
approaching levels last seen in 2007/08. Leverage
has increased to 5.1 times EBITDA, and although
this is not as high as the 6.1x witnessed in 2007, it is
at a level that has not been seen in recent years.
This contrasts with European GDP growth, which is
forecast by the IMF to be just 1.3% in the euro zone
in 2015. In Europe, secondary deals now account
for over half of all deals (in some countries such as
France it is even higher), and fund managers
consistently report that high quality businesses are
not cheap. These factors, combined with the
availability of ample debt, mean that intermediated
deals are expensive. On the positive side, as in the
U.S., it is a great environment for GPs to achieve
exits at attractive prices – a boost for LP returns.
Importantly, LPs should remember the lessons of
the past; this market dynamic cannot continue
indefinitely. Prudent managers need to ensure that
they are not overpaying for acquisitions today, and
they should plan for a market in which exits are not
so easily achieved and multiple-arbitrage is less
prevalent.
Given the current environment, what does this
mean in terms of European private equity
allocation?
LPs must look for alpha-generating opportunities.
In Europe today there is a low growth environment;
therefore investors cannot rely on GDP growth to
drive company returns. Alpha-generating skills are
more important than ever to achieve superior
private equity returns. There will be opportunities
within Europe, but it will take skill to uncover those
opportunities. It is important to make sure that
companies are not reliant on European GDP
growth. Companies will need a customer base that
is diversified away from low growth Europe and
towards growing economies such as Asia and Latin
America. Companies should have a strong market
position and be defensible; for example, high
barriers to entry and low influence of suppliers and
customers.
Buyer beware: LPs must ask GPs the right questions
when doing due diligence. For example, how much
leverage is the GP comfortable with for its
acquisitions, what will drive growth for its
companies, and how will the GP expand its
businesses in a low growth environment?
Importantly, LPs must gain comfort that the GP has
learned the lessons of the not too distant past.
Investors must be selective – this is true for both
GPs and LPs. Competition will continue. Prices are
higher, debt is plentiful, and dry powder is high and
increasing. LPs must focus on the best managers
6
KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
and avoid the temptation to step down in quality.
One crucial element is to identify GPs that have a
different sourcing angle and know how to add value
– there are still plenty of good opportunities
available across Europe.
Do not stop investing in Europe - history has shown
that investors shouldn’t try to market time. LPs
need to allocate consistently across the cycle to
produce the best long term return.
In summary, bear in mind the lessons of the past,
be consistent across cycles – don’t market time, but
ultimately be selective and focus on the best
managers.
MAINTAINING THE DIRECT PRIVATE LENDING
YIELD PREMIUM
Elvire Perrin, Executive Director, Partner
forced banks to exit or decrease their level of
lending activity in certain segments of the market,
such as private equity and leveraged lending. Basel
III (global) and Dodd-Frank (U.S.-specific) for
example, are designed to force the strengthening of
banks’ balance sheets through higher capital ratios.
The measures that banks must now comply with
inhibit them from assuming high risk lending and, in
general, reduce their lending capacity. Private
credit fund managers have been able to raise funds
from institutional investors to assume that risk and
have been able to charge borrowers a premium for
doing so.
Increased LP interest in private credit strategies has
been reflected in the fundraising figures for credit
funds managed by private GPs, especially direct
lending funds. In the wake of bank deleveraging,
large globally active GPs from both private equity
and fixed income have increased their activity in
the direct lending market to benefit from the
increasing level of return opportunities. This
increased activity is reflected in the charts shown
below.
Annual Private Debt Fundraising,
2009-2014 YTD
(As of October 2014)
160
137
140
120
Private credit strategies (direct lending, mezzanine,
distressed debt, special situations and venture
debt) have seen a major increase in interest from
institutional investors seeking viable alternatives to
bolster their fixed income portfolio yields or
increase the diversification of their private markets
portfolios.
The Global Financial Crisis (“GFC”) triggered
dramatic regulatory changes that have had a
substantial positive impact on the growth of
private credit strategies. Governments in the U.S.
and Europe rescued several banks and other
lending institutions and have pushed regulators to
increase their control over excesses in the financial
sector.
The intention was to enact tough
regulations to avoid similar GFC disasters in the
future. The conditions attached to bank rescue
packages in Europe and other jurisdictions have
100
80
77
60
60
60
40
94
88
83
41
45
69
37
23
20
0
Source: Preqin Private Debt Online
2009
2010
2011
2012
2013
Year of Final Close
No. of Funds Closed
2014
YTD
Aggregate Capital Raised (USD bn)
Source: Preqin Private Debt Online
7
KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
Primary Strategy of Private Debt Fund
Managers
(Established since 2008)
9%
12%
3%
Direct Lending
40%
Mezzanine
Distressed Debt
Special Situations
36%
Venture Debt
banks are in aggregate lending much less than prior
to the GFC.
Altius believes that the private direct lending
premium will remain high enough for investors to
continue deploying capital to this attractive
strategy, even though the increase in fundraising
will put some pressure on pricing and the available
private market premium. Differentiated strategies,
such as direct lending to non-sponsored deals and
growth companies, should remain attractive niche
spaces that are capable of providing higher
expected returns than typical direct lending
strategies. Finally, a focus on the small and lowermid corporate space will be essential in maximizing
the pricing/return premium.
Source: Preqin Private Debt Online
Although European banks continue to represent a
much higher level of leveraged loan activity than
their U.S. counterparts, these institutions are
transitioning towards the U.S. bank lending level.
Banks in Europe represented 54% of the leveraged
loan market at the end of 2013, compared to 83%
in 2011. This level is in marked contrast to the 10%
bank share in the U.S. at the end of 2013. Market
experts expect the European bank level to continue
to decrease as a percentage of the overall market.
According to Deloitte Touche Tohmatsu Limited,
private direct lending GPs made 142 loans in the
first nine months of 2014, compared to 85 during
the same period of 2013, and this trend is also
expected to continue.
Non-Financial SMEs Net Credit from Banks
600
500
400
300
200
EUR Bn
With the decrease in direct lending activity by
banks and the corresponding increase in the
amount of capital being raised for private direct
lending strategies, the question going forward for
market participants is whether or not GPs will be
able to maintain the substantial return premium
over liquid credit markets (high yield and rated
leverage loans markets), estimated to be on
average between 300 and 400 basis points per
annum over the past few years. Additionally, many
GPs are signaling that banks are becoming more
active in lending to buyout deals over a certain
transaction size and where the debt is rated above
B+ (based on the S&P classification). In contrast,
banks generally are continuing to avoid smaller and
more illiquid transactions, as illustrated by the
chart to the right. Yet even in the larger loan space,
‘ALTIUS BELIEVES THAT THE PRIVATE
DIRECT LENDING PREMIUM WILL
REMAIN HIGH ENOUGH FOR
INVESTORS TO CONTINUE DEPLOYING
CAPITAL TO THIS ATTRACTIVE
STRATEGY, EVEN THOUGH THE
INCREASE IN FUNDRAISING WILL PUT
SOME PRESSURE ON PRICING AND
THE AVAILABLE PRIVATE MARKET
PREMIUM’
100
0
-100
-200
-300
Source: ECB
8
KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
returns. However, several studies on correlation
between GDP growth and private equity returns
paint a different picture. As depicted in the chart
below, these studies reveal there is no real
correlation between the level of GDP growth and
private equity returns and suggest that private
equity is ultimately a micro-business. With slower
growth forecast for the region, there is a clear
emerging trend for an increase in control deals in
Emerging Asia, which has traditionally been a
growth equity market.
ACHIEVING PRIVATE EQUITY ALPHA IN ASIA’S
“NEW NORMAL”
Peter Pfister, Partner, Head of Asia-Pacific
Investments
In 2014, Asia entered a “New Normal”. What does
this “New Normal” mean, and can private equity
outperformance be generated within the context of
this new environment over the next several years?
The “New Normal” refers to changing
characteristics in the Asian macroeconomic and
political landscapes that are expected to persist for
a period of time.



Asia is witnessing lower growth in both
developing and developed markets;
Many larger countries in the region have gone
through leadership transitions, with new
leaders keen to enact concrete pro-business
policies backed by a strong political mandate;
and
Asia is experiencing diverging valuation
dynamics, with select markets above and
others below historical averages.
The impact of these changes on future private
equity returns is a key question on investors’ minds.
As all of these changes take place within the
landscape of Asia, institutional investors are
questioning if now is a good time to invest in Asia
and if expected returns justify private equity
investments in the region.
GDP growth has traditionally been cited as a strong
supporting case for Asian private equity. Positive
demographics and a large growing middle-income
population in several major emerging Asian
markets are often thought to be the fundamental
building blocks of generating strong private equity
Asia Annual GDP Growth and Net
Median Private Equity IRR
30%
25%
20%
15%
10%
5%
0%
GDP Growth
Net Median IRR
Source: Preqin/World Bank
In a slower growth environment, entrepreneurs are
more inclined to seek a financial sponsor who can
add strategic insight and, more importantly,
operational value-add in order to navigate a more
challenging environment. In addition, growth by
acquisition is a resulting strategy shift when overall
growth slows down. Within the framework of such
changes, LPs have an opportunity to shift their
portfolio construction to include select managers
who have developed in-house capabilities of taking
control and possess the skill-set to add operational
value. Increasingly, Altius is seeing successful
managers streamlining their investment focus to
specific sectors where they have direct and unique
industry networks and/or knowledge.
Asia is on the cusp of a new chapter in its political
history. In 2013-2014, new governments were
installed in several of the key Asian markets
9
KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
including China, India and Indonesia. Additionally,
political undercurrents also shifted in countries
such as Japan, Thailand and Malaysia. Generally,
the changes in the political landscape in Asia are a
positive transformation, with new leaders generally
having a historical track record of being probusiness. More importantly, in countries where
political gridlock was the key factor hampering the
effective implementation of policies, new
governments now have strong political mandates,
as in the case of India where the BJP Party has a
majority for the first time in close to three decades.
There is also a greater trend towards economic
integration within the region, as seen in the
development of the Free Trade Area of the AsiaPacific (“FTAAP”) agreement roadmap from the
recent APEC Summit in Beijing. Further progress
has also been made in the implementation of the
ASEAN Economic Community (“AEC”) blueprint.
These shifts and changes present opportunities for
astute investors who are able to identify
opportunities and have the skillset to crystallize
them.
Private equity investment pace in 2014 increased
significantly across Asia, reflecting the growth of
attractive deals in the region related to some of the
trends already discussed. The following Investment
vs Fundraising Activity chart shows this.
Investment vs Fundraising Activity
90
80.2
80
70
60
50.6
49.4
50
40
32.8
40.5
37.9
35.2
44.2
40.8
30
30
20
10
0
2010
2011
2012
Investments
2013
2014
Funds Raised
Source: APER
A total of USD 80.2 billion was deployed by Asian
private equity managers in 2014, almost twice the
amount invested in 2013 and 2012. Investment
activity in 2014 far outstripped fundraising by USD
36.0 billion. In this regard, dry powder continues to
decline in the region. A decrease in competition,
particularly in the middle market, has further
served to fortify the market position of GPs who
have
demonstrated
strong
cash-on-cash
distributions and are able to successfully fundraise
and invest in a favorable environment. Obtaining
full allocations to these often oversubscribed funds
are proving to be increasingly difficult, and in some
instances can only be guaranteed by the
establishment of a long-term partnership with
these managers.
Deal valuations continue to remain attractive for
Asia. Although valuation cycles differ from market
to market, as a whole the dynamics benefit the
asset class in the region. Fund managers are
continuing to close the valuation gap between
buyers and sellers by building strong operational
teams that have deep industry knowledge and
networks to add even greater value to portfolio
companies. Pricing no longer acts as the single
catalyst to bring a deal to fruition. Vertical
knowledge and strategic focus on origination have
become integral parts of a proprietary dealsourcing pipeline that helps GPs avoid overpaying
on a deal. In 2014, some of the largest deals in the
region were executed at single digit EV/EBITDA
multiples.
Exits have also been an important element for Asia
focused fund managers. GPs are increasingly
adopting highly versatile exit mechanisms, including
trade sales and M&A. In 2014, the market
witnessed an even stronger and renewed focus on
exits by a high number of GPs, some who
established dedicated teams focusing on exits from
the onset of an investment. This renewed focus
has translated into a record level of disbursements
by Asia private equity managers in 2014, with
several markets such as Australia demonstrating
strong returns. The Asia Private Equity Divestments
chart on the next page shows the record levels
distributed in 2014, far surpassing levels recorded
in previous years.
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KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
overall competition. This will very likely support an
increased interest in the region by global investors,
particularly considering the relatively modest
valuations as compared to the U.S. and European
markets. These developments bode well for the
future of private equity in the region and will
become the bedrock of stronger and more stable
returns.
Asia Private Equity Divestments
45
40
USD Billion
35
30
25
20
15
10
5
0
2010
2011
2012
2013
2014
Divestments
Source: APER
The year was also marked by the largest trade-sale
in Asia historically, when KKR and Affinity Equity
Partners sold Oriental Brewery to Anheuser-Busch
InBev for USD 5.8 billion, and the largest IPO in the
world with the listing of Alibaba Group. Private
equity exits are on a clear upward trend in Asia, and
Altius expects this momentum to carry on in 2015.
THE GROWING USE OF LEVERAGE IN THE
SECONDARY MARKET AND ITS EFFECT ON THE
INDUSTRY AND INVESTORS
Chason Beggerow, Partner
‘THE PRIVATE EQUITY CYCLE IS
SHOWING HEALTHY SIGNS OF
SUSTAINABLE GROWTH IN THE
FUTURE, WITH RECORD EXITS IN 2014,
INCREASED INVESTMENT ACTIVITY,
AND LESS OVERALL COMPETITION’
The “New Normal”, with slower growth and new
leadership in a large subset of Asian economies, is
expected to positively impact consolidation and
maturation of the Asian private equity industry.
These unfolding dynamics are pushing market
players to develop clearer differentiation in
origination,
robust
operational
value-add
capabilities, exit strategies and building a long-term
sustainable platform.
More importantly, the
private equity cycle is showing healthy signs of
sustainable growth in the future, with record exits
in 2014, increased investment activity, and less
The secondary market in 2014 enjoyed another
year of record transaction volume.
Industry
sources are expecting volume to be in the USD 3035 billion range, representing a record and the fifth
consecutive year of growth in the industry. There
were a variety of factors contributing to the
transaction volume including strong public and
private markets, regulatory pressures (forcing
financial institutions to sell or consider selling),
considerable supply of capital for secondary
transactions, the increasing trend of portfolio
management of private markets portfolios, and
strong pricing. The secondary market continues to
mature and evolve at a rapid pace as buyers are
continually looking at innovative structures and
new sources and types of deals (versus the
traditional purchase of fund interests).
One contributor to the growth in volume and
strong pricing over the past few years is the
increasing use of leverage. Leverage is not new to
the secondary market, but it is certainly fair to say
that its use has become more prevalent over the
past few years as a way to enhance returns.
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KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
Secondary buyers have historically utilized leverage
in several ways:
yet to endure a down market with an increased use
of leverage.

As 2015 unfolds, LPs interested in the secondary
market (both by investing in secondary funds as
well as accessing the secondary market directly)
should keep an eye on the amount of leverage in
the secondary industry. Several questions to
consider:
Deferred payments on transactions (where the
buyer will pay a portion of the purchase price 6
to 36 months post close): Vendor financing in
the form of a deferred payment has been a
popular tool to consummate transactions in the
current market, particularly in instances where
the seller might be selling for strategic or
regulatory reasons and doesn’t have an
immediate need for cash;

Third party leverage on transactions: There are
a growing number of financial institutions that
are interested in providing leverage to fund
secondary transactions. This increased supply
has lowered the cost and improved the
availability and terms associated with such
leverage; and

Fund-level leverage: Secondary funds have
historically utilized fund level leverage to assist
with the administration of capital calls and
other fund level working capital issues;
however, more recently, this type of financing
has become less expensive with better terms,
prompting some managers to contemplate
expanding its use as a tool to enhance fund
level returns.
Proponents of leverage in the secondary market
will argue that some of the larger portfolio
secondary transactions are highly diversified (by
manager, geography, company, and strategy) and
are well suited to appropriate levels of leverage.
From what Altius has seen to date, the use of
leverage by secondary buyers has largely been
conservative and has not been applied to more
concentrated secondary transactions. Altius is not
aware of a situation where leverage has impaired
an investment or where a secondary buyer has not
been able to service its debt. The growing use of
leverage, however, has occurred during a period of
industry tailwinds, increasing public and private
equity markets and historically strong distributions
over the past few years. As all investors are aware,
leverage can enhance returns when asset prices are
going up but can also magnify losses when asset
prices are going down. The secondary market has
Is the growing use of leverage pushing and
keeping prices in the secondary market artificially
high?
A prudent approach to leverage in the secondary
market would be to underwrite the transaction on
an unleveraged basis and then use leverage
conservatively to moderately enhance the returns.
However, there is growing anecdotal evidence that
the availability of leverage is pushing prices higher
– being used more as a tool to allow a buyer to
stretch on price to consummate a deal. Certainly,
for buyers that have taken this approach there is a
chance for disappointment and underperformance
if/when the markets turn.
Additionally, this
impacts secondary buyers that do not utilize
leverage as they are forced to bid higher (and take
lower returns) to win a transaction.
What is the impact of leverage on the cash flow
patterns of investing in secondary markets?
One of the allures for many (although not all)
investors in the secondary market is the
expectation for quicker and regular return of cash
from a commitment compared to investing in
primary funds. If there is leverage that must be
paid down, some of the cash flow generated by the
underlying assets must be diverted to service and
pay down the debt. It is important to keep in mind
that the ability of a secondary portfolio transaction
to service its debt obligation comes from the
distributions within the portfolio (such as through
sales, recaps, and dividends). Over the past few
years, the industry has had record distributions.
Historically, however, the level of distributions has
been cyclical and subject to downturns in capital
markets and the M&A cycle. For those LPs who are
primarily interested in strong returns, this may not
be an issue, but it is worth watching the
distribution patterns of secondary funds.
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KEY CHALLENGES FACING PRIVATE MARKETS IN 2015
How does the increase in leverage impact the
evaluation of secondary fund managers – both
understanding the performance of secondary fund
managers and their transactions as well as the risk
taken on by the managers?
For LPs that access the secondary market through
secondary fund managers, understanding a
manager’s use of leverage to generate returns and
the amount of risk assumed will be critical. In many
ways this is no different than comparing buyout
managers – some of whom may use leverage more
aggressively than others – but this has not been as
much of an issue historically in the secondary
market.
From a risk standpoint, potential LPs for secondary
funds must remember that many of the portfolios
being acquired have leverage at the underlying
portfolio company level, so applying leverage at the
transaction level represents a second layer of debt
on the transaction. As mentioned earlier, many of
these transactions have not been through periods
of stress, so it is difficult to predict exactly how they
will react.
Ultimately, the question remains as to whether the
increased use of leverage in the secondary market
is savvy deal making by secondary buyers and a
natural evolution of the industry, or a mechanism
for driving up prices and adding risk to secondary
portfolios. This is an area that Altius will be
monitoring closely in 2015.
This document is issued by Altius Associates Limited, authorized and regulated by the Financial Conduct Authority,
and registered with the SEC. Altius Associates (Singapore) Pte. Ltd. The information in this document is provided for
information purposes only, and does not constitutes a solicitation or investment advice, and is subject to updating,
revision and amendment at any time. No reliance may be placed for any purpose whatsoever on the information
contained in this document or on its completeness. This document is confidential and may only be communicated to
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specified and may be subject to change without notice.
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